Insteel (IIIN) director awarded RSUs as 2,703 shares vest

Rhea-AI Filing Summary

Insteel Industries director Thompson G. Kennedy reported equity compensation activity involving restricted stock units (RSUs) and common shares. On February 10, 2026, he received a grant of 2,297 RSUs, which are scheduled to vest on February 10, 2027 and convert into common stock on a one-for-one basis.

On February 11, 2026, 2,703 RSUs vested and were converted into 2,703 shares of Insteel common stock at a stated price of $0 per share, reflecting an award conversion rather than an open-market purchase. Following this conversion, Kennedy directly held 34,117 shares of common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

THOMPSON G KENNEDY

(Last) (First) (Middle)

1373 BOGGS DRIVE

(Street)

MOUNT AIRY NC 27030

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
INSTEEL INDUSTRIES INC [ IIIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/10/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/11/2026		M(1)		2,703	A	(2)	34,117	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(2)	02/10/2026		A		2,297		(3)	(3)	Common Stock	2,297	$0	2,297	D
Restricted Stock Units	(2)	02/11/2026		M(1)			2,703	(4)	(4)	Common Stock	2,703	$0	0	D

Explanation of Responses:

1. Represents the vesting of Restricted Stock Units.

2. Restricted Stock Units convert into common stock on a one-for-one basis.

3. The Restricted Stock Units will vest on February 10, 2027.

4. The Restricted Stock Units vested on February 11, 2026.

	/s/ Elizabeth C. Southern, Attorney-in-Fact	02/12/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did IIIN director Thompson G. Kennedy report?

Thompson G. Kennedy reported equity compensation activity, not open-market trades. He received 2,297 restricted stock units (RSUs) and had 2,703 RSUs vest and convert into common shares, increasing his directly held Insteel Industries common stock to 34,117 shares.

How many Insteel (IIIN) shares did the director acquire through RSU vesting?

Kennedy acquired 2,703 Insteel common shares through the vesting and conversion of 2,703 restricted stock units. The conversion occurred at a stated price of $0 per share, reflecting equity compensation, and brought his directly held common share balance to 34,117 shares.

What new restricted stock units did the Insteel (IIIN) director receive?

On February 10, 2026, Kennedy received a grant of 2,297 restricted stock units. These RSUs are equity awards that will settle into Insteel common stock on a one-for-one basis when they vest, aligning his compensation with future company performance and share value.

When will the newly granted RSUs for the IIIN director vest?

The newly granted 2,297 restricted stock units for Kennedy will vest on February 10, 2027. Upon vesting, they are scheduled to convert into an equal number of Insteel common shares, continuing the director’s equity-based compensation and potentially increasing his direct share ownership.

Did the Insteel (IIIN) director sell any shares in this Form 4 filing?

The filing does not report any sales of Insteel shares by Kennedy. It reflects a grant of 2,297 restricted stock units and the vesting and conversion of 2,703 RSUs into common stock, all characterized as equity compensation transactions rather than market sales.

How many Insteel (IIIN) shares does the director own after these transactions?

After the reported RSU vesting and conversion, Kennedy directly owns 34,117 shares of Insteel common stock. This figure reflects his common shareholdings following the issuance of 2,703 shares from vested restricted stock units at a stated price of $0 per share.